<PAGE> 1
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
FORM 10-QSB
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 1997
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0-27914
RIBOZYME PHARMACEUTICALS, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
-------------
Delaware 34-1697351
(State of incorporation) (I.R.S. Employer Identification No.)
2950 Wilderness Place
Boulder, Colorado 80301
(Address of principal executive offices)
Registrant's telephone number: (303) 449-6500
-------------
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
--- ---
The number of shares of the registrant's common stock, par value $0.01 per
share, outstanding as of August 1, 1997 was 7,193,819.
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<PAGE> 2
RIBOZYME PHARMACEUTICALS, INC.
INDEX TO FORM 10-QSB
<TABLE>
<CAPTION>
PART 1 - FINANCIAL INFORMATION PAGE
----
<S> <C>
Item 1. Financial Statements (unaudited)
Condensed Balance Sheet - June 30, 1997......................................... 3
Condensed Statements of Operations - Three and Six Months Ended
June 30, 1997 and 1996.......................................................... 4
Condensed Statements of Cash Flows - Three and Six Months Ended
June 30, 1997 and 1996.......................................................... 5
Notes to Condensed Financial Statements ........................................ 6
Item 2. Management's Discussion and Analysis or Plan of Operation ...................... 8
PART II - OTHER INFORMATION
Item 2. Changes in Securities........................................................... 11
Item 4. Submission of Matters to a Vote of Security Holders............................. 11
Item 6. Exhibits and Reports on Form 8-K ............................................... 12
SIGNATURES............................................................................... 13
Exhibit Index............................................................................ 14
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
RIBOZYME PHARMACEUTICALS, INC.
CONDENSED BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
June 30,
ASSETS 1997
----------------------
<S> <C>
Current assets
Cash and cash equivalents $ 12,473,927
Securities available-for-sale 795,536
Restricted cash 150,129
Notes receivable-related parties 95,841
Prepaid expenses and other 227,534
----------------------
Total current assets 13,742,967
Equipment and leasehold improvements at cost, net of accumulated
depreciation and amortization 4,477,296
Notes receivable-related parties 164,932
Deferred patents, net 2,350,784
Other assets, net 428,706
----------------------
Total assets $ 21,164,685
======================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable, trade $ 548,275
Accrued liabilities 96,409
Current portion of long-term debt and capital lease obligations 1,420,532
----------------------
Total current liabilities 2,065,216
Long-term debt and capital lease obligations 2,148,640
Deferred gain 2,543
Stockholders' equity
Common stock 71,938
Additional paid-in capital 70,590,744
Deferred compensation and other (196,890)
Accumulated deficit (53,517,506)
----------------------
Total stockholders' equity 16,948,286
======================
Total liabilities and stockholders' equity $ 21,164,685
======================
</TABLE>
See notes to condensed financial statements
3
<PAGE> 4
RIBOZYME PHARMACEUTICALS, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
------------------------------------ -------------------------------------
1997 1996 1997 1996
---------------- --------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Revenues:
Collaborative agreements $ 500,000 $ 200,000 $ 894,000 $ 759,122
Grant and other income 1,485 2,580 2,971 3,380
Interest income 176,125 289,024 381,620 348,072
---------------- --------------- ----------------- -----------------
Total revenues 677,610 491,604 1,278,591 1,110,574
---------------- --------------- ----------------- -----------------
Expenses:
Research and development 3,172,137 4,636,894 6,154,454 7,665,998
General and administrative 432,518 680,879 822,109 1,151,477
Interest expense 191,919 227,502 436,704 449,196
---------------- --------------- ----------------- -----------------
Total expenses 3,796,574 5,545,275 7,413,267 9,266,671
---------------- --------------- ----------------- -----------------
Net loss $ (3,118,964) $ (5,053,671) $ (6,134,676) $ (8,156,097)
================ =============== ================= =================
Net loss per share $ (0.44) $ (0.82) $ (0.87) $ (1.72)
================ =============== ================= =================
Shares used in computing net loss per
share 7,118,054 6,189,011 7,038,128 4,730,750
================ =============== ================= =================
</TABLE>
See notes to condensed financial statements.
4
<PAGE> 5
RIBOZYME PHARMACEUTICALS, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
--------------------------------------
1997 1996
------------------- ----------------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss $ (6,134,676) $ (8,156,097)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 839,782 854,900
Compensation for forgiveness of notes
receivable-related parties 92,466 92,466
Compensation related to sales of stock 63,118 188,100
Loss on sale of securities 0 13,140
Changes in assets and liabilities:
Accounts receivable 74,022 12,669
Prepaid expenses and other (13,816) (130,159)
Other assets (17,802) (22,685)
Accounts payable (4,630) (92,946)
Accrued liabilities (120,208) 1,739,798
Deferred gain (2,971) (16,530)
------------------- ---------------
Net cash used in operating activities (5,224,715) (5,517,344)
INVESTING ACTIVITIES
Additions to property, plant and equipment (879,970) (1,044,510)
Additions to deferred patent costs (364,255) (284,315)
Net sales (purchases) of securities available-for-sale 3,749,153 (1,065,865)
Transfer of restricted cash 145,273 764,405
Loan repayments-related parties 1,500 0
Loan advances-related parties (75,000) (155,417)
------------------- ----------------
Net cash provided by (used in) investing activities 2,576,701 (1,785,702)
FINANCING ACTIVITIES
Net proceeds from sale of preferred and common stock 2,656,802 26,104,605
Payments under loan facilities and capital lease obligations (839,999) (1,036,861)
Borrowings under loan facilities 254,460 411,238
------------------- ----------------
Net cash provided by financing activities 2,071,263 25,478,982
Net increase (decrease) in cash and cash equivalents (576,751) 18,175,936
Cash and cash equivalents at beginning of period 13,050,678 2,913,009
=================== ================
Cash and cash equivalents at end of period $ 12,473,927 $ 21,088,945
=================== ================
</TABLE>
See notes to condensed financial statements.
5
<PAGE> 6
RIBOZYME PHARMACEUTICALS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
June 30, 1997
(Unaudited)
Note 1: Basis of Presentation
The accompanying unaudited condensed financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-QSB and Item
310(b) of Regulation S-B. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for the three and
six-month periods ending June 30, 1997 are not necessarily indicative of the
results that may be expected for the year ended December 31, 1997. For further
information, refer to the financial statements and footnotes thereto included
in the Company's annual report on Form 10-KSB for the year ended December 31,
1996.
Note 2: Collaboration with Schering AG, Germany
On April 9, 1997, Ribozyme Pharmaceuticals, Inc. ("RPI") entered into
a research collaboration with Schering AG, Germany, ("Schering") focusing on
the use of ribozymes for therapeutic target validation, as well as the
development of ribozymes as therapeutic agents.
The collaboration will utilize the special selectivity of ribozymes to
validate new molecular therapeutic targets, and to discover new therapeutic
agents based on those targets. RPI will provide its expertise in ribozyme
design, synthesis and delivery, and Berlex Laboratories, Inc., a U.S.
subsidiary of Schering, will provide candidate targets, cell culture screens,
animal models and development and commercialization expertise to the
collaboration. It is anticipated that hundreds of potential targets will be
examined over a five year period, and Berlex will have options to commercialize
products from validated targets.
Schering will make an equity investment of $5 million over the next
year and will separately provide loans of up to $2 million annually for each of
the next five years. The first equity investment was completed in May 1997
resulting in proceeds of $2.5 million to the Company in exchange for 212,766
shares of common stock. The loans, which are to carry an interest rate of 8%
per annum, are convertible into equity at the option of Schering under certain
circumstances. Principal and interest payments on the loans are deferred until
maturity of the loans which is in April 2004. In addition, Schering will make
research payments of $2 million a year for the next five years and RPI may earn
success fees upon product development milestones, and will manufacture
synthetic ribozyme products and receive royalties on sales of both ribozyme and
non-ribozyme products resulting from the collaboration. All such payments are
subject to certain restrictions, including receipt of certain third party
consents and the termination of the research collaboration at Schering AG,
Germany's option upon one year's notice. Under certain circumstances, total
payments to RPI during the collaboration and prior to product sales could
exceed $60 million over the term of the collaboration.
6
<PAGE> 7
Note 3: Net loss per share
Beginning January 1, 1996, net loss per share is computed using the
weighted average number of shares of common stock outstanding. Common
equivalent shares from stock options and warrants are excluded from the
computation as their effect is antidilutive. Prior to April 11, 1996, pursuant
to Securities and Exchange Commission Staff Accounting Bulletins and Staff
Policy, common and common equivalent shares issued during the 12-month period
prior to the proposed initial public offering at prices below the public
offering price are presumed to have been issued in contemplation of the public
offering, even if antidilutive, and have been included in the calculation as if
they were outstanding (using the treasury stock method and the initial public
offering price for common stock, stock options and warrants and the as
converted method for convertible preferred stock).
Had net loss per share been presented on the historical basis, average
shares outstanding would have equaled 5,796,578 and 3,418,554 for the three and
six months ended June 30, 1996 and net loss per share would have been $0.87 and
$2.39 respectively.
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings per Share, which is required to be adopted on
December 31, 1997. At that time, the Company will be required to change the
method currently used to compute earnings per share and to restate all prior
periods. Under the new requirements for calculating primary earnings per share,
the dilutive effect of stock options will be excluded. The impact of Statement
No. 128 on these quarters is not expected to be material.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
OVERVIEW
RPI is a public company that was founded to capitalize on the broad
potential of ribozymes for use as human therapeutics and in other areas,
including the identification of gene function and therapeutic target
validation. Ribozymes are a form of RNA that have the ability to selectively
inhibit protein production. RPI has entered into collaborations with Chiron
Corporation and the Parke-Davis Division of the Warner Lambert Company to
develop ribozyme products for specific therapeutic targets in human health;
with Schering AG plus a second collaboration with Chiron in the gene
function/target validation area; with Pharmacia Biotech AB on the
production-scale synthesis of RNA and chimeric oligonucleotides; with DowElanco
for commercialization of certain ribozyme-based agricultural products; with
ALZA Corporation on ribozyme delivery; with Protogene Laboratories to develop
automated machines for high throughput non-DNA nucleic acid synthesis; and with
IntelliGene Corporation for development of ribozyme-based diagnostics.
The Company has incurred losses since inception and, as of June 30,
1997, has an accumulated deficit of $53.5 million. The Company anticipates
incurring additional losses over at least the next several years as it expands
its research and development programs, including pre-clinical studies and
clinical trials. Such expansion will result in increases in research and
development, and general and administrative expenses.
RESULTS OF OPERATIONS
Three and Six Months Ended June 30, 1997 and 1996
Collaborative revenues increased 150% and 18% to $500,000 and $894,000
for the three and six months ended June 30, 1997, from $200,000 and $759,000
for the corresponding periods in 1996. The increase is primarily due to a
$500,000 quarterly research payment made by Schering in April 1997. The April
payment was the first in the Schering collaboration which includes $2.0 million
in annual research funding over the five year term of the collaboration.
Generally, collaborative agreement and contract revenue fluctuations are the
result of changes in the number of funded research projects as well as the
timing and completion of contract milestones.
Interest income decreased to $176,000 for the three months ended June
30, 1997, compared to $289,000 for the corresponding period in 1996. The
decrease is due to lower average balances in the Company's cash and cash
equivalents and securities available-for-sale as the Company uses cash to
support operations. However, interest income increased to $382,000 for the six
month period ended June 30, 1997 compared to $348,000 for the corresponding
period in 1996. The increase is due to the timing of the Company's public
offering in April 1996 resulting in higher average invested cash balances for
the first six months in 1997 compared to the same period in 1996. Interest
income generally fluctuates as a result of the average amount of cash available
for investment and prevailing interest rates.
Research and development expenses decreased 46% and 25% to $3.2
million and $6.2 million for the three and six months ended June 30, 1997,
compared to $4.6 million and $7.7 million for the corresponding periods in
1996. The decrease is due to a one-time $1.8 million research funding expense
relating to a collaboration agreement with Chiron Corporation regarding gene
function determination, which was expensed in May 1996. The Company expects
research and development expenses to
8
<PAGE> 9
increase as it expands its research and development programs, including
pre-clinical studies and clinical trials.
General and administrative expenses decreased 57% and 40% to $433,000
and $822,000 for the three and six months ended June 30, 1997, respectively,
compared to $681,000 and $1.2 million for the corresponding periods in 1996.
The decrease in general and administrative expenses is primarily due to
one-time cash and stock bonus payments made to the Company's Chief Executive
Officer in connection with the initial public offering in April 1996. The
Company expects general and administrative expenses to increase as a result of
hiring additional management and administrative personnel and the incurring of
legal and other professional fees in connection with the overall scale-up of
the Company's operations and business development efforts.
Interest expense decreased to $192,000 and $437,000 for the three and
six months ended June 30, 1997, respectively, compared to $228,000 and $449,000
for the corresponding periods in 1996. The decrease is attributable to the buy
out of capital leases which terminated in the last half of 1996 and during the
first six months of 1997.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash, cash equivalents and securities available-for-sale
were $13.3 million at June 30, 1997, compared to $17.6 million on December 31,
1996. The $4.3 million decrease in cash, cash equivalents and securities
available-for-sale is primarily the result of the following:
<TABLE>
<S> <C>
Net cash used in operating activities $ (5,288,000)
Investment in equipment and leasehold improvement (880,000)
Additions to patents (364,000)
Transfer of restricted cash 145,000
Borrowings under loan facilities 254,000
Payments under loan facilities and capital lease obligations (840,000)
Net proceeds from sale of stock and warrants 2,657,000
Other, net 16,000
------------------
Total $ (4,300,000)
==================
</TABLE>
The Company invests its cash, cash equivalents and securities
available-for-sale in interest-bearing high quality investment grade
securities.
Total additions for property, plant and equipment for the six months
ended June 30, 1997, were $880,000, including $254,000 of additions financed
through the Company's existing equipment loan facilities.
As of June 30, 1997, up to $2.0 million in loans are available to the
Company in each calendar year through the year 2001, from Schering. The loans
are related to the Schering research collaboration entered into in April 1997.
Amounts not used in any calendar year may be carried forward to future years.
According to the terms of the agreement, 50% of any borrowings on the line of
credit must be collateralized by equipment purchases. In addition to the line
of credit, Schering provides $2.0 million in annual research funding for each
year through April 2001 and will make an additional equity investment of $2.5
million in May 1998, pursuant to the terms of the agreement. See Note 2 of
Notes to Condensed Financial Statements for further discussion.
9
<PAGE> 10
The Company estimates that its existing capital resources, together
with facility and equipment financing and expected revenues from its
collaborative agreements, will be sufficient to fund its current and planned
operations at least until late 1998. There can be no assurance, however, that
changes in the Company's research and development plans or other changes
affecting the Company's operating expenses will not result in the expenditure
of such resources before such time and, in any event, the Company will need to
raise substantial additional capital to fund its operations in future periods.
Such additional capital may be raised through public or private financing, as
well as collaborative relationships, borrowing and other available sources.
This Form 10-QSB contains forward-looking statements that involve
risks and uncertainties, and actual events or results may differ materially.
These risk factors include actions by the U.S. Food and Drug Administration,
actions technological advances, ability to obtain rights to technology, ability
to obtain and enforce patents, ability to commercialize and manufacture
products and general economic conditions. These and additional risk factors are
identified in our annual report to the Securities and Exchange Commission filed
on forms 10-KSB and in other SEC filings.
10
<PAGE> 11
PART II - OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
See Note 2 in the Notes to the Condensed Financial Statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On May 22, 1997, Ribozyme Pharmaceuticals, Inc., held its Annual
Meeting of Shareholders. Matters voted on and the results of such voting are as
follows:
1. The election of seven directors to hold office until the next Annual
Meeting of Shareholders or until their respective successors shall be
elected and qualified. The following persons were elected as directors of
the Company and received the number of votes set forth below:
<TABLE>
<CAPTION>
Director For
-------- ---
<S> <C>
Ralph E. Christoffersen 5,971,117
Jeremy L Curnock Cook 5,971,117
Anthony B. Evnin 5,971,117
Charles M. Hartman 5,971,117
David T. Morgenthaler 5,971,117
Anders P. Wiklund 5,971,117
Lewis T. Williams 5,971,117
</TABLE>
2. To amend the Company's 1996 Stock Option Plan to (i) eliminate the
restriction that options for a maximum of 55,555 shares of the Company's
common stock may be granted to any individual during a calendar year; (ii)
increase by 350,000 to 1,667,154 the number of shares of Company Stock
which may be granted pursuant to options; and (iii) provide that each
non-employee director shall receive non-statutory stock options for 5,000
shares of Company Stock annually which shall vest one year following the
date of grant.
<TABLE>
<S> <C>
For: 4,120,684
Against: 324,012
Abstain: 135,873
Non-vote: 1,396,938
</TABLE>
3. To ratify the selection of Ernst & Young LLP as the Company's independent
auditors for 1997.
<TABLE>
<S> <C>
For: 5,959,877
Against: 4,930
Abstain: 12,700
</TABLE>
11
<PAGE> 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3(i) Amended and Restated Certificate of Incorporation*
3(ii) Restated Bylaws*
11 Statement re: computation of net loss per share.
27 Financial Data Schedule
(b) Reports on Form 8-K
The Company filed a report on Form 8-K, dated June 12, 1997,
which reported a collaboration between Schering AG, Germany and the Company.
- ------
* Incorporated by reference from the Company's Registration Statement on
Form SB-2, file no. 333-1908-D.
12
<PAGE> 13
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
RIBOZYME PHARMACEUTICALS, INC.
Dated: August 13, 1997 By: /s/ RALPH E. CHRISTOFFERSEN
--------------- ----------------------------------
Ralph E. Christoffersen
President and Chief
Executive Officer
Dated: August 13, 1997 By: /s/ LAWRENCE E. BULLOCK
--------------- ----------------------------------
Lawrence E. Bullock
Vice President and Chief
Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
13
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
3(i) Amended and Restated Certificate of Incorporation*
3(ii) Restated Bylaws*
11 Statement re: computation of net loss per share.
27 Financial Data Schedule
</TABLE>
- -----
* Incorporated by reference from the Company's Registration Statement on
Form SB-2, file no. 333-1908-D.
14
<PAGE> 1
EXHIBIT 11.0
Ribozyme Pharmaceuticals, Inc.
Computation of Pro Forma Net Loss Per Share
<TABLE>
<CAPTION>
Quarter Quarter Six Months Six Months
ending ending ending ending
06/30/97 06/30/96 06/30/97 06/30/96
---------------- ---------------- ----------------- ---------------
<S> <C> <C> <C> <C>
Weighted average common shares
outstanding........................ 7,118,054 5,796,578 7,038,128 3,418,554
Assumed conversion of preferred stock
from original date of issuance,
pursuant to staff policy...........
- 392,433 - 1,312,196
---------------- ---------------- ----------------- ---------------
Total.............................. 7,118,054 6,189,011 7,038,128 4,730,750
Net loss........................... $ (3,118,964) $ (5,053,671) $ (6,134,676) $ (8,156,097)
================ ================ ================= ===============
Pro forma net loss per share....... $ (0.44) $ (0.82) $ (0.87) $ (1.72)
================ ================ ================= ===============
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF RIBOZYME PHARMACEUTICALS, INC., FOR THE THREE AND SIX
MONTHS ENDED JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 12,473,927
<SECURITIES> 795,536
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 13,742,967
<PP&E> 8,930,120
<DEPRECIATION> 4,452,824
<TOTAL-ASSETS> 21,164,685
<CURRENT-LIABILITIES> 2,065,216
<BONDS> 0
0
0
<COMMON> 71,938
<OTHER-SE> 16,876,348
<TOTAL-LIABILITY-AND-EQUITY> 21,164,685
<SALES> 0
<TOTAL-REVENUES> 1,278,591
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 6,154,454
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 436,704
<INCOME-PRETAX> (6,134,676)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,134,676)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,134,676)
<EPS-PRIMARY> (0.87)
<EPS-DILUTED> 0.00
</TABLE>
